July 18, 2024
Contract Law

A Statement of Work (SOW), in project management, is a very powerful contracting tool for businesses. An SOW serves as a foundation and facilitator of many of their working relationships. 

What is a Statement of Work?

A Statement of Work is a legally binding agreement that defines the scope, project objectives, deliverables, timelines, and other essential aspects of a project. A Statement of Work serves as a contractual agreement between two parties (usually a client and a supplier who can be an independent contractor, freelancer, agency, or company). It lays out the terms and conditions for the project execution. 

A Statement of Work provides a comprehensive roadmap, guiding the project from its initiation to its completion. It serves as a blueprint, ensuring that all parties involved are aligned in terms of expectations, responsibilities, and outcomes of the project. Further, by clearly defining the project parameters, the Statement of Work is an effective method for establishing a solid relationship between the involved parties. It reduces the likelihood of future misunderstandings and disputes. However, it should be developed at the early stages of the project. 

Statement of Work vs Scope of Work

Note that a Statement of Work and Scope of Work are not the same thing. A Scope of Work typically describes the work to be performed and is usually just a section in the Statement of Work. 

While a Statement of Work outlines the entire project and project goals, a Scope of Work provides detailed information on workflows. It also defines specific tasks and roles of individuals or project teams, outlines performance requirements, and sets timeframes for important milestones. 

Why do you need an SOW?

One can’t overstate the importance of a well-crafted Statement of Work. Hence, we listed several key reasons why businesses across various industries rely on SOWs:

  1. Risk mitigation. One of the primary functions of a Statement of Work is to mitigate risks associated with project execution. Above all, by defining the scope of work, timelines, and responsibilities upfront, the SOW helps identify potential risks and allows for the implementation of proactive risk management strategies. SOW is commonly attached to a Master Services Agreement (MSA) which lays down the legal framework for a business relationship and general terms and conditions. While the MSA usually comprises the legal terms, the Statement of Work contains the commercial terms and conditions for a project. You can use a Statement of Work for a specific project or to procure goods or services during the term of the MSA.
  2. Legal protection. In case of disputes or disagreements, a Statement of Work provides a clear reference point for resolving conflicts and enforcing contractual obligations. It protects the interests of both parties and helps ensure accountability and compliance with contractual terms.
  3. Resource allocation. By outlining the specific project requirements and deliverables, the Statement of Work enables businesses to allocate resources effectively and optimise project outcomes.
  4. Client satisfaction. A Statement of Work contributes to client satisfaction by setting realistic expectations and ensuring transparency throughout the project lifecycle. For this reason, clients are more likely to be satisfied with the outcomes of the project when they have a clear understanding of what to expect and how their objectives will be achieved.

What should it include?

While the specific contents of a Statement of Work may vary depending on the nature of the project and the preferences of the parties involved, there are several essential components that it should typically include:

  1. Project objectives and project scope. Clearly define the overall objectives of the project and the specific scope of performed work. This section in your Statement of Work should outline the desired outcomes and the parameters within which the project will be executed.
  2. Project deliverables. Identify the tangible outputs or results expected from the project. This may include products, services, reports, or other deliverables that will be provided to the client upon project completion. Moreover, each deliverable should have a clear description and definition in your Statement of Work to ensure mutual understanding.
  3. Timeline and deadlines. It is crucial to specify the project timeline, including start and end dates, as well as any important deadlines. A well-defined timeline helps keep the project on track and ensures timely completion of the key deliverables.
  4. Roles and responsibilities. Clearly define the roles and responsibilities of each party involved in the project. This may include the client, the supplier, subcontractors, or other third parties. As a result, this helps to prevent confusion and ensures that everyone knows what is expected of them.
  5. Acceptance criteria. Describe the criteria for accepting deliverables and determining whether they meet the agreed-upon standards. This section in your Statement of Work should outline the quality standards and specifications that must be met for each deliverable to be considered acceptable.
  6. Payment terms. Your Statement of Work should detail the payment terms associated with the project, including any payment schedules. For instance, this may include the total project cost, payment due dates, and any invoicing or billing procedures to follow.
  7. Change management procedures. Outline the process for managing changes to the scope, timeline, or other aspects of the project. Your Statement of Work may include procedures for submitting change requests, assessing the impact of changes, and obtaining approval from the client.
  8. Legal and compliance requirements. Your Statement of Work should include any legal or compliance requirements relevant to the project, such as confidentiality agreements, intellectual property rights, or regulatory obligations. In fact, this section will ensure that conducting relevant project complies with applicable laws and regulations.

Types of SOWs

There are various types of SOWs. If you are wondering which one is right for you and your business, we listed below the three main types which are: 

  • Design SOW. This SOW concentrates on the creation and development of a product or service. It outlines particular duties such as research and testing. This type specifies what design work the supplier is obliged to deliver. It usually contains checkpoints for design reviews and approvals.  
  • Level of Effort SOW. This type outlines the amount of time and resources dedicated to a project. It is usually used in cases where the scope is not fully defined. Similarly, in cases where flexibility is needed in terms of how the work is performed. 
  • Performance-based SOW. This SOW focuses on defining the desired outcomes and objectives of a project rather than specifying how the work will be performed. The emphasis is on the results or performance that the supplier is expected to achieve. It is usually used in cases where the client wants to incentivise innovation, efficiency, and effectiveness in achieving project goals. 


A well-crafted SOW is a fundamental tool for businesses embarking on projects or engagements with clients or partners. By providing clarity, alignment, and legal protection, the SOW lays the groundwork for successful project execution. It also helps to mitigate the risks associated with project management. Investing time and effort into developing a comprehensive SOW upfront can ultimately save businesses time, money, and headaches by preventing misunderstandings, disputes, and project delays. Although a Statement of Work contains few legal terms, if it is critical to your business, you should make sure that a lawyer at least reviews it or guides you to make it as effective as possible. 

At EM Law, we are experts in contract law. If you have any questions about the Statement of Work, Master Services Agreement, or contracts more generally, do not hesitate to reach out to Neil or Colin